Canopy Rivers and AIM2 Announce Shareholder Approval of Qualifying Transaction
TORONTO, Sept. 12, 2018 (GLOBE NEWSWIRE) - Canopy Rivers Corporation (“Canopy Rivers”) and AIM2 Ventures Inc. (TSXV:AIMB.P) (“AIM2”) are pleased to announce that the shareholders of the respective companies have overwhelmingly voted in favour of all matters in connection with the previously announced business combination involving Canopy Rivers and AIM2 that will result in a reverse take-over of AIM2 by Canopy Rivers (the “Transaction”) and will constitute AIM2’s “Qualifying Transaction” (as such term is defined in Policy 2.4 of the TSX Venture Exchange (the “TSXV”) Corporate Finance Manual).
The AIM2 shareholders approved all matters contemplated at the AIM2 meeting including increasing the size of the AIM2 board, the election of all proposed board members, the consolidation of AIM2’s existing common shares on a 26.565 for 1 basis (the “Consolidation”), the implementation of a dual class voting structure, including the creation of a new class of subordinated voting shares and a new class of multiple voting shares (the “Dual Class Voting Structure”), the name change from AIM2 to “Canopy Rivers Inc.” (the “Name Change”) and the adoption of a new stock option plan.
The Consolidation, Name Change and implementation of the Dual Class Voting Structure are expected to be implemented immediately prior to closing of the Transaction. The Transaction is subject to final approval of the TSXV and is expected to close on or about September 17, 2018.
For more information on all matters voted on at the Canopy Rivers shareholders’ meeting or the AIM2 shareholders’ meeting, please refer to the joint management information circular of Canopy Rivers and AIM2 dated August 8, 2018 (the “Circular”), which has been filed under AIM2’s profile on SEDAR at www.sedar.com
About Canopy Rivers:
Canopy Rivers is a unique investment and operating platform structured to pursue investment opportunities in the emerging global cannabis sector. Canopy Rivers works collaboratively with Canopy Growth (TSX:WEED, NYSE: CGC) to identify strategic counterparties seeking financial and/or operating support. Canopy Rivers has developed an investment ecosystem of complementary cannabis operating companies that represent various segments of the value chain across the emerging cannabis sector. As the portfolio continues to develop, constituents will be provided with opportunities to work with Canopy Growth and collaborate among themselves, which Canopy Rivers believes will maximize value for its shareholders and foster an environment of innovation, synergy and value creation for the entire ecosystem.
Cautionary Note Regarding Forward-Looking Information
This press release contains statements which constitute “forward-looking information” within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of AIM2 and Canopy Rivers with respect to future business activities and operating performance. Forward-looking information is often identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” or similar expressions and includes information regarding: (i) expectations regarding whether the Transaction will be consummated, (ii) the anticipated timing for implementation of the Consolidation, Name Change and Dual Class Voting Structure and closing of the Transaction, and (iii) expectations for other economic, business, and/or competitive factors.
Investors are cautioned that forward-looking information is not based on historical facts but instead reflect AIM2 and Canopy Rivers’ respective management’s expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although AIM2 and Canopy Rivers believe that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the combined company. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: the ability to consummate the Transaction; the ability to obtain requisite regulatory approvals and the satisfaction of other conditions to the consummation of the Transaction on the proposed terms and schedule; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws, including the approval and implementation of Bill C-45, An Act Respecting Cannabis and to Amend the Controlled Drugs and Substances Act, the Criminal Code and other Acts; compliance with extensive government regulation; and the diversion of management time on the Transaction as well as the risk factors set out in the Circular, filed with Canadian securities regulators and available on AIM2’s issuer profile on SEDAR at www.sedar.com.
Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although AIM2 and Canopy Rivers have attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. AIM2 and Canopy Rivers do not intend, and do not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.
For further information, please contact:
Canopy Rivers Corporation
Executive Vice President, Strategy
AIM2 Ventures Inc.
Completion of the Transaction is subject to a number of conditions, including but not limited to TSXV acceptance and, if applicable pursuant to TSXV requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Circular, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of AIM2 should be considered highly speculative.
The TSXV has in no way passed upon the merits of the Transaction and has not approved or disapproved of the contents of this news release.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.